Ocean Sky International Limited - Ocean Sky International Ltd ...

Rationale for participation of Mr Ang Boon Cheow Edward
Mr Ang Boon Cheow Edward, our Executive Chairman and Chief Executive Officer, holds an aggregate
of approximately 65.53% of our Company’s shareholdings (directly and indirectly) after the Invitation. he
is one of the co-founders of our Group and has led our Group in our development over the years. He is
responsible for overseeing the overall management of our Group, and has been pivotal in charting the
direction and growth of our Group. Two key factors to the success of the Group are his knowledge and
contacts in the apparel industry, in which he has more than 7 years of experience.
We believe that Mr Ang will continue to play a key role in the growth and future development of our
Group and that there are further potential contributions which he can make. As such, it is our intention to
provide incentives to him under the Scheme in addition to the remuneration package offered to him (as
described on page 73 of this Prospectus under the section “Service Agreements”). By allowing him to
participate in the Scheme, Mr Ang will have the opportunity to participate in the future appreciation of our
Company’s share price through an increase in his shareholdings to a more significant level that
commensurates with our Company’s future growth.
Rationale for participation of Mr Ang Boon Chong
Mr Ang Boon Chong, our Executive Director and Chief Operating Officer, holds an aggregate of
approximately 63.73% of our Company’s shareholdings (directly and indirectly) after the Invitation. Being
one of the co-founders of our Group, he has played an important role in our growth since our inception.
Mr Ang has been instrumental in formulating and implementing the expansion plans of our Group and
has been the main driving force in the global expansion of our operations.
With his strong business acumen and extensive knowledge of the apparel industry, we believe he has the
potential and ability to contribute to the further success of our Group and for that reason, it is our
intention to provide him with incentives under the Scheme (in addition to the remuneration package
offered to him as described on page 73 of this Prospectus under the section “Service Agreements”). By
participating in the Scheme, Mr Ang will thus be able to share in any future appreciation of our
Company’s share price through an increase in his shareholdings to a more significant level that
commensurates with our Company’s future growth.
The participation by Mr Ang Boon Cheow Edward and Mr Ang Boon Chong in the Scheme will take place
only after the listing of our Company on the Official List of the SGX-ST. Their participation in the
Scheme, has been approved by shareholders of our Company at the Extraordinary General Meeting held
on 30 January 2003. Pursuant to the SGX-ST Listing Manual, any specific grant of Options to each of Mr
Ang Boon Cheow Edward, Mr Ang Boon Chong and any other Controlling Shareholders and/or their
associates, will have to be by way of separate resolutions approved by independent shareholders of our
Company in a general meeting. Clear justification or rationale for participation, the specific grants to be
made and any discount shall be disclosed on the circular seeking such approval. Details of the number of
Options granted, the number of Options exercised and the subscription price (including any discount) will
be disclosed in the annual report of our Company.
Size of the Scheme
The size of the Scheme (the “Scheme Size”) has been fixed at 15% of our issued share capital from time
to time. We believe this Scheme Size is reasonable, taking into account the nature of our business in the
industry, the contributions of our employees and our share capital.
Exercise Period
The period for the exercise of an option granted under the Scheme (the “Option”) shall be the period
commencing on (and including) the first anniversary (for options granted at Market Price, as defined
below), or the second anniversary (for options granted at a discount to the Market Price) of the relevant
date of grant of the Option and expiring on (and including) the day immediately preceding the tenth
anniversary of the date of grant of the Option or such other shorter period as determined by the
Committee or prescribed under any relevant laws, regulations or rules of the SGX-ST from time to time.
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